Annual General Meeting 2020

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The Annual General Meeting of Marel hf. will be held at the Company‘s headquarters at Austurhraun 9, Gardabaer, Iceland, on Wednesday 18 March 2020 at 16:00 GMT / 17:00 CET.

Attachment:

Draft Agenda:

1.        Opening remarks. Election of Chair and Secretary of the meeting

2.        Board of Directors’ report on activities of the Company for the previous operating year

3.        CEO’s operational report

4.        Submission of the annual accounts of the Company for the preceding year for confirmation

5.        Decision on how to address the profit from the Company’s operations for the year 2019

6.        Report on the execution of the Company’s remuneration policy

7.        Proposal on the Company’s remuneration policy

8.        Decision on remuneration to the members of the Board of Directors for the year 2020

9.        Decision on remuneration of the Auditor for the preceding year of operation

10.      Board of Directors' proposals concerning amendments of the Company’s Articles of Association

      10.1.  Article 2.2 – Proposal to amend wording to reflect the fact that the nominal value of shares is designated in ISK, until registered share capital has been converted to EUR

     10.2.  Article 2.4 – Proposal to amend wording in order to further clarify the Board of Directors’ authorization to decide to register the share capital of the Company in EUR

     10.3.  Article 2.10 – Proposal to amend wording to clarify further the shareholders’ obligation to abide by the Articles of Association as they are at any given time

     10.4.  Article 4.2 – Proposal to amend wording, stating the shareholders’ right to bring an advisor to a shareholders’ meeting and that the Board of Directors have the right to attend shareholder meetings

     10.5. Article 4.11 – Proposal to amend the Article so that it states that a shareholder meeting of the Company is lawful without regard to attendance if the meeting is lawfully convened

     10.6. New Article 4.16 – Proposal to add a new Article stating that the Board may decide to hold a shareholders’ meeting in a different location than at the Company’s domicile

     10.7. Article 4.16 – Proposal to amend the wording regarding publication methods of convocations in line with the Act respecting Public limited companies no. 2/1995

     10.8. Article 4.17 – Proposal to remove the wording regarding the maximum convocation notice of four weeks

     10.9. Article 4.18 – Proposal to align wording to the provision of Article 88(C) of the Act respecting Public limited companies no. 2/1995, regarding the items to be included in the convocation to a shareholder meeting

     10.10. Article 4.21 – Proposal to align wording to the provision of Article 88(4) of the Act respecting Public limited companies no. 2/1995, stipulating that agenda and final proposals shall be available at the Company office for 14 days before the Annual General Meeting

     10.11. Article 5.3. – Proposal to change the notice of candidature to the Board of Directors from latest five days before the shareholder meeting to no later than 14 days before the shareholder meeting

     10.12.Article 5.5. – Proposal to change the disclosure time for the Company regarding information concerning Board candidates from two days before the shareholder meeting up to 10 days before the shareholder meeting

11.     Election of the Board of Directors

12.     Election of the Company’s auditors

13.     Proposal to renew authorization to the Board of Directors to purchase treasury shares of the Company

14.     Any other business lawfully presented and close of the meeting

The meeting will be conducted in English.

In particular it should be noted that shareholders holding shares listed on Euronext Amsterdam that wish to attend and vote at the Annual General Meeting must ensure that their respective custodian/broker (intermediary) has registered their attendance through ABN AMRO’s web portal and that the registration has been received by the Company before 12:00 GMT/13:00 CET on the day of the meeting.  This applies to all shareholders holding shares listed on Euronext Amsterdam, including those also holding shares listed on Nasdaq Iceland.

Voting at the Annual General Meeting will take place by electronic means, by the use of the Lumi AGM app and Lumi AGM web solution. Shareholders are encouraged to download the Lumi AGM app to an internet enabled device such as a mobile phone or tablet, prior to the meeting.

Marel’s Board of Directors has decided to allow shareholders to vote electronically before the Annual General Meeting. Electronic voting for shares listed on Nasdaq Iceland will be through Marel’s shareholder portal, operated by Computershare A/S and for shares listed on Euronext Amsterdam through ABN AMRO´s web portal. Usernames and passwords will be sent to all shareholders holding shares listed on Nasdaq Iceland with a valid mailing address in Marel’s share register as of the end of day 19 February 2020. Shareholders holding shares listed on Nasdaq Iceland can also request usernames and passwords through the shareholder portal on Marel’s investor site. Shareholders holding shares listed on Euronext Amsterdam must inform their custodians/intermediaries on how they would like to vote and the custodians/intermediaries vote through the ABN AMRO’s web portal. Votes must be received by the Company no later than at 12:00 GMT/13:00 CET on the day of the shareholders’ meeting.

Candidatures for the Board of Directors shall be submitted in writing to the Board of Directors at least five full days prior to the meeting, i.e. before Friday 13 March at 16:00 GMT/17:00 CET.

Shareholders are entitled to have a specific matter taken for consideration at the Annual General Meeting and such proposals shall be accompanied by a statement or draft resolution to the Board of Directors. In order for shareholders to have proposals or matters considered by the meeting, they must have been submitted to the Board of Directors at least ten days prior to the meeting, i.e. by the latest on 8 March at 16:00 GMT / 17:00 CET. In the event that shareholders have submitted proposals or matters to be considered by the meeting, the final agenda and proposals will be available at the meeting’s website no later than three days before the Annual General Meeting.

On the Company’s AGM website, www.marel.com/agm, further information in relation to the Annual General Meeting can be found, including further information on the right of shareholders to submit items and proposals to the meeting’s agenda, a draft agenda for the meeting, proposals of the Board of Directors, Company's annual statements for the year 2019, information on the total number of shares and voting rights as of 18 February 2020, rules on electronic voting, as well as information on documents to be submitted in relation to the meeting.

The meeting’s agenda and final proposals will be available to shareholders fourteen days prior to the meeting, both on the aforementioned AGM webpage of the Company as well as at the Company‘s offices at Austurhraun 9, Gardabaer, Iceland.

Shareholders may appoint agents to attend a shareholders’ meeting on their behalf. Agents of shareholders shall submit valid proxies at the entrance of the meeting. On-site registration will begin at 15:00 GMT / 16:00 CET on the day of the meeting.

The Board of Directors of Marel hf.


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